Government Computer Sales Inc. v. Dell Marketing

MEMORANDUM *

Government Computer Sales, Inc. (“GCS”), appeals the district court’s dis *638 missal of its Complaint against Dell, Inc. (“Dell, Inc.”) and Dell Marketing, LP (“Dell Marketing”), (collectively “Defendants”). See Fed. R. Civ. P. 12(b)(6). GCS alleges breach of contract, quantum meruit, fraud, tortious interference, and an Alaska Unfair Trade Practice and Consumer Protection Act claim (“AUTPCPA”) stemming from Dell Marketing’s direct sale of its computer products to Alaska public entities beginning on November 14, 2000. Because the parties are familiar with the facts, we do not recite them here.

The June 17, 1998, Remarketer/Integrator Agreements (“R/I Agreements”) mandate that GCS’ status as a reseller is “not exclusive in any way,” and provide that “Dell may sell to and accept orders from any buyer or end user, including [GCS’] customers.” The R/I Agreements constitute the complete and entire agreement between the parties, and can be amended only by a signed writing. The R/I Agreements state that Texas law governs the parties’ relationship. Alaska law is no different except as to the AUTPCPA claim.

The R/I Agreements provide that: “[t]his Agreement will terminate…

dissenting.

I agree that if the Remarketer/Integrator Agreements (“R/I Agreements”) in fact had no Schedule A listing the state contracts in effect at the time they were signed, then the agreements did not terminate with the state contracts in 2000 and defeat all of Government Computer Sales, Inc.’s causes of action. I do not see, however, how we can make that determination on a motion to dismiss.

The complaint alleges that in “the fall of 2000 ... the written remarketer agreements terminated with the termination of the 1996 State Master Contract.” The defendants attached the R/I Agreements, which on their face recognize that they “will terminate upon the termination of the Authorized Contract(s), if any, listed on Schedule A.” This language, arguably, contemplates that there will be a Schedule A, which will list any extant contracts; if there are any listed, the R/I Agreements would terminate with the expiration of those contracts. One cannot tell by looking at the documents submitted by defendants whether there was or was not a Schedule A attached to them.

Given this feature of the R/I Agreements, nothing on the face of the attached R/I Agreements negates the termination…